Annual Report 2017

Rothschild & Co | Annual Report 2017

Corporate governance

1.2.6 Organisation and operation of the

Supervisory Board

1.2.6.1 NOTICE OF MEETINGS

Following a proposal by its Chairman, the Supervisory Board prepares

a schedule of meetings each year, for the following year.

The Supervisory Board meets as often as required in the interests of the

Company and at least four times a year, further to a notice of meeting

issued by any means by the Chairman, at least one half of the Supervisory

Board members, the Company’s Managing Partner, or a General Partner,

subject to reasonable notice unless circumstances require a meeting to

be called at very short notice.

The person(s) who call(s) a Supervisory Board meeting prepares the agenda

of the meeting and informs the Supervisory Board members in a timely

manner and by any appropriate means.

All Supervisory Board members may consult the Secretary and benefit from

the latter’s services. The Secretary is responsible for all procedures relating

to the Supervisory Board practices and for the organisation of the meetings.

Documents are provided to Supervisory Board members to enable them to

express an opinion in full knowledge of the facts on items included on the

agenda at least 48 hours prior to Supervisory Board meetings, except in

an emergency or if there is a requirement to keep such documents strictly

confidential.

Members of the Management Board of the Company’s Managing Partner

attend the meeting of the Supervisory Board in an advisory capacity and to

discharge the Managing Partner’s reporting duty

vis-à-vis

the Supervisory

Board. Any other person outside the Supervisory Board may be invited to

attend the whole or part of a Supervisory Board meeting by the Chairman

of the Supervisory Board or upon the recommendation of the Company’s

Managing Partner as given to the Chairman of the Supervisory Board.

1.2.6.2 ORGANISATION OF MEETINGS

Under any circumstances, at any of its meetings, in the event of an

emergency and on a proposal by the chairman of the meeting, the

Supervisory Board may discuss matters referred to its members that

are not included on the agenda.

At each Supervisory Board meeting, the Chairman informs Supervisory

Board members of the main facts and significant events concerning the

Group’s operations that have occurred since the date of the previous

Supervisory Board meeting.

Supervisory Board meetings may be held at the registered office or

at any other location indicated in the notice of meeting, as well as by

videoconferencing or teleconferencing facilities that identify members of

the Supervisory Board and guarantee their effective involvement through

the use of technical resources that continually and simultaneously transmit

discussions. Meetings shall be chaired by the Chairman or, in the latter’s

absence, by the longest-standing Vice-Chairman present or, in the absence

of a Vice-Chairman, by the member appointed for that purpose by the

Supervisory Board.

1.2.6.3 ATTENDANCE AND MAJORITY

The Supervisory Board members are entitled to be represented at any

meeting by another member, pursuant to specific authorisation set out

in a letter, a fax, an email or any other method of communication deemed

reasonable and acceptable by both parties.

The Supervisory Board members who take part in a Supervisory Board

meeting via the technical resource methods referred to above are deemed

present, except where the Supervisory Board is meeting to verify and check

the annual report and the statutory and consolidated financial statements.

Decisions are taken by an ordinary majority of members who are present

or represented and authorised to vote. In the event of a tie, the chairman

of the meeting shall have a casting vote.

1.2.6.4 REVIEW OF THE SUPERVISORY BOARD’S ACTIVITY DURING

THE FINANCIAL YEAR

The Supervisory Board meets at least four times a year. In the context of

the previous year end as at 31 March, the Supervisory Board met in March,

June, September and November 2017. An additional meeting was convened

in February 2017.

During the 2017 financial year, the average rate of attendance at all

meetings was 75%.

Before each meeting, every member receives a file containing all the

documentation, notes and reports relating to each item on the agenda.

Each meeting of the Supervisory Board is preceded by a meeting of

the Audit and Risk Committees and as necessary, by meetings of the

Remuneration and Nomination Committee.

At its meeting on 14 June 2017, agenda items comprised, in particular:

• the Rothschild & Co Group Performance Review and results for 12

months ended 31 March 2017;

• the Rothschild & Co accounts for the year ended 31 March 2017;

• the Audit Committee report following its meeting on 7 June 2017;

• the Risk Committee report following its meeting on 13 June 2017;

• the Remuneration and Nomination Committee report following its

meetings held on 5 and 16 May 2017;

• the regulatory capital planning; and

• in advance of the Annual General Meeting, the draft agenda and

resolutions and the Supervisory Board’s report to shareholders.

At its meeting on 6 September 2017, agenda items comprised only the

opinion submitted to the Company’s Managing Partner and shareholders,

in relation with two resolutions presented by one shareholder, the company

Edmond de Rothschild Holding SA with respect to the Combined General

Meeting held on 28 September 2017.

At its meeting on 28 September 2017, agenda items comprised, in

particular:

• the composition of the Supervisory Board and its Committees as at

28 September 2017;

• the Rothschild & Co Group Performance Review and results for four

months ended 31 July 2017;

• the Audit Committee report following its meeting on 14 September 2017;

• the Risk Committee report following its meeting on 13 September 2017;

and

• the terms and conditions of the 2017 Rothschild & Co Equity Scheme

and the recommendations from the Remuneration & Nomination

Committee.

At its meeting on 28 November 2017, agenda items comprised, in particular:

• the Rothschild & Co Group Performance Review to 30 September 2017

and forecast for the year to 31 December 2017;

• the 2017 Half-Year Consolidated Accounts and the draft results

announcement;

• the Audit Committee report following its meeting on 21 November 2017;

• the Risk Committee report following its meeting on 27 November 2017;

and

• the prior authorisation of an interest party transaction to be entered into

between Rothschild & Co and Rothschild Asset Management relating to

the sale by Rothschild & Co of its shareholding in Funds Participation.